Corporate and M&A

Corporate and M&A
We approach every issue creatively to achieve the best results

Whether you are an established small or medium-sized enterprise, run a family business, or you are only just starting out with a business idea, well-drafted and clear ownership structures and governance arrangements are essential.

Businesses are always founded with optimism and excitement. However, the unfortunate reality is that sometimes things can go wrong down the line and leave you unprotected. Adequate arrangements can provide for what happens if, for instance, partners disagree on major business decisions, dispute to which extent each is responsible for running the business, or wish to exit the business altogether.

To prevent your relations with business partners (especially if they are friends or family members) from deteriorating and avoid costly legal disputes, Barnes Law can leverage its market insights to optimally structure your business in a way that is clear to everyone involved.

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Company formation and structure

When you start a business or grow an existing one, it can be difficult to choose which business structure – for instance, a limited partnership, a limited company or a joint venture – best suits your needs. There are various implications depending on which you choose, including whether you will be personally liable for business debts, how your profits will be taxed and how much control over the business you will have. Barnes Law can advise you on and put in place the structure that will best suit your needs in the long term.

Limited companies are by far the most common, as they are very flexible. The two key documents involved in setting one up are the articles of association (the company’s ‘constitution’ which is publicly available and specifies how its operations will run) and a shareholders’ agreement (a private contract between the company’s shareholders).

Barnes Law works closely with clients to identify long-term risks specific to their business and tailor the documents accordingly.

Some of the reasons why well-drafted articles and agreements are needed include:

  • they establish a clear framework of who owns or controls the business;
  • they can provide protections for majority and minority shareholders (for instance, through ‘drag along’ and ‘tag along’ provisions);
  • they clarify the decision-making process, particularly in case of conflict (for instance, where parties disagree on director appointments, investment opportunities or other critical decisions);
  • they provide who can take decisions on behalf of the business;
  • they address what happens where a party wants to exit the business (for instance, fair compensation packages and non-compete obligations).

We also advise on director service agreements, which ensure that company directors’ incentives are closely aligned with those of the company.

Mergers and Acquisitions

We also advise clients on buying and selling businesses or parts thereof. The experience and pragmatic approach of our team enables us to handle complex transactions and clearly explain and advise on their legal risks. Given our expertise in closely connected fields such as employment and commercial contracts, we can offer an all-round service for your M&A needs.

Businesses can be bought and sold through either a sale of shares by the target business’s shareholders or a sale of the business’s assets. Barnes Law regularly works on both types of transactions and can advise on which may be more beneficial for your needs.

When preparing transaction documents such as share purchase agreements and business purchase agreements, we ensure that the long-term success of your acquisition or sale is at the forefront. We do so by working with you and understanding which parts of the business may become a risk affecting its future value. We then negotiate the warranties and indemnities and ensure that they are clearly included in the purchase agreement.

How Barnes Law can help you?

Our team of corporate solicitors focuses on ensuring that corporate documentation serves to establish a fair and clear relationship among all parties involved.

If you are only starting out, Barnes Law can act as a one-stop-shop for all the legal advice you will need. Browse our other pages to see how we can help with other documentation that will be core to your business as it grows (see supply contracts, IT contracts and website legal support).

If you are an established business, we are here to ensure your legal position continues to be aligned with your needs, especially as your business grows and develops. We can ensure that the company’s articles and shareholder agreements are up to date with current market practice and risks. You can also make use of our free 30-minute consultation offer, during which we can review and discuss your current documentation.

If you are in need of our corporate legal services, please call +44 (0) 208 092 2700 or email info@barnes-law.co.uk to begin discussing your business’s circumstances and see how we can provide you with the right legal support.

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